Sticky Cards Corp. – Terms of Service
Welcome to www.stickycards.co (the “Site”). The Site is owned and operated by Sticky Cards Corp., a Canadian corporation incorporated in Ontario (“Sticky Cards”). Please read these Terms of Service (“Terms”) carefully before using the Site. By accessing or using the Site or any of its content, you agree to be legally bound by these Terms. If you do not accept these Terms, do not use the Site or its Content.
You represent to Sticky Cards that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into these Terms for an entity, such as the company you work for, you represent that you have authority to bind that entity. You and Sticky Cards are collectively referred to as the “Parties” and each as a “Party.”
This Services Agreement is between Sticky Cards Corp., an Ontario corporation (“Sticky Cards”), and the subscriber identified in the applicable Service Order (“Subscriber”). Sticky Cards and Subscriber may be referred to herein individually as a “party” or, collectively, as the “parties.”
1. Term and Termination
1.1 Term: The Agreement begins on the Effective Date and will continue for the period specified in the Service Order or default to a one-month term if no period is specified. The Agreement will automatically renew for consecutive one-month terms unless either party provides written notice of non-renewal before the end of the current term. Subscribers may cancel anytime without advance notice, effective immediately; any prepaid fees are non-refundable.
1.2 Additional Orders: The parties may execute additional or amended Service Orders for additional services, upgraded tiers, service levels, or packages. Unless stated otherwise, additional orders will align with the current term and renew automatically unless terminated per the Agreement.
1.3 Annual Plan with Trial Period: Subscribers on annual plans may benefit from a 90-day trial period, allowing them to terminate anytime within this period with immediate effect. This trial applies solely during the first 90 days of the initial term.
1.4 Termination for Cause: Either party may terminate the Agreement if the other party materially breaches it and fails to cure such breach within thirty (30) days after receiving written notice.
1.5 Effect of Termination: Upon termination, any unpaid fees immediately become due, and all rights granted to Subscriber will terminate. All provisions related to outstanding payments, confidentiality, data protection, and liability will survive termination.
2. Services
2.1 Provision of Services: Subject to the Agreement and the Service Order, Sticky Cards will provide the agreed-upon Hosted Services and any applicable Supplemental Services during the term.
2.2 Push Notifications Only: Sticky Cards provides wallet-based push notifications only, without additional credit fees for messaging services. SMS or MMS may be introduced as a separate service if legally feasible, with transparent fees disclosed.
2.3 Product Roadmap: Sticky Cards reserves the right to make changes, updates, and modifications to the Services at its discretion. Any improvements or new features are subject to the Agreement, although Sticky Cards is not obligated to provide ongoing access to specific features.
3. Obligations of the Parties
3.1 Hosted Services: Sticky Cards grants Subscriber and Authorized Users a nonexclusive, non-transferable right to access and use the Hosted Services. Subscriber is responsible for all actions taken by Authorized Users and must maintain account confidentiality.
3.2 Support Services: Sticky Cards will provide support based on the purchased support plan in the Service Order. Support is available via specified email addresses or help desks and may vary in response time.
3.3 Supplemental Services: Any Supplemental Services will be governed by additional terms specified in an applicable Supplemental Service Order.
4. Usage Restrictions and Federal Cannabis Law Compliance
4.1 Subscriber Restrictions: Subscriber agrees not to sublicense, republish, use the Services unlawfully, or conduct any harmful activities, including reverse engineering or unauthorized access.
4.2 Federal Cannabis Law: Violation of federal cannabis laws alone, without violating other applicable laws or Agreement terms, will not constitute a breach as long as the Subscriber complies with local, state, or Canadian laws regarding cannabis.
5. Uptime and Service Level Agreement (SLA)
5.1 Monitoring and Notification: Sticky Cards monitors uptime and maintains a high standard of uptime. Subscribers will receive automated email notifications in the rare event of downtime, and credits will be applied if required.
5.2 Service Level Credits: Service level credits may apply if uptime falls below certain thresholds, subject to detailed requirements in the Documentation.
5.3 Exclusions: SLA coverage excludes issues beyond Sticky Cards’ control, including Subscriber’s own equipment, third-party systems, or force majeure events. Scheduled maintenance will not exceed six (6) hours per month.
6. Fees, Taxes, and Payment Terms
6.1 Fees: All subscription fees, credit fees, and other charges are due as outlined in the Service Order. All fees are non-refundable, and payments must be made promptly. Late fees may incur interest.
6.2 No Additional Processing Fees: Subscription fees include all applicable costs; Sticky Cards covers credit, debit, and ACH processing fees. Payments are processed through Stripe.
6.3 Taxes: Subscriber is responsible for all applicable taxes and fees, excluding Sticky Cards' income tax.
7. Use of Other Messaging Services
7.1 Opt-Out Responsibility: Subscribers may use another messaging service simultaneously with Sticky Cards. However, Subscribers must communicate any consumer opt-outs occurring on other platforms to Sticky Cards to maintain compliance.
8. Telephone Consumer Protection Act (TCPA) Compliance
8.1 Responsibility for Messaging: The Subscriber is solely responsible for all messaging campaigns and compliance with TCPA, regardless of Sticky Cards' involvement. The Subscriber shall indemnify Sticky Cards for any claims arising from messaging activities.
8.2 Opt-Out Mechanism: Sticky Cards provides an opt-out mechanism, but compliance with the TCPA remains the Subscriber’s responsibility.
9. Confidentiality
Both parties agree to maintain the confidentiality of information received under the Agreement and to use such information solely for purposes of providing customer service and technical support. Confidential information does not include information that is publicly known, independently developed, or shared by a third party without restriction. Sticky Cards will obtain the Subscriber's explicit consent before publicly sharing any of the Subscriber’s confidential information.
10. Privacy and Data Security
10.1 Subscriber Privacy Obligations: Subscriber represents compliance with applicable data protection laws in collecting, transferring, and using Subscriber Data.
10.2 Sticky Cards Privacy Obligations: Sticky Cards complies with data protection standards, including industry-standard information security practices, and does not sell or share Subscriber Personal Information without consent. Data will be deleted upon request or upon termination of the Agreement.
10.3 Data Breach Notification: Sticky Cards will notify the Subscriber within three (3) days of any data breach affecting Subscriber Personal Information.
11. Indemnification
11.1 Mutual Indemnity: Each party agrees to indemnify the other for claims arising out of gross negligence or willful misconduct.
11.2 Subscriber Special Indemnity: Subscriber shall indemnify Sticky Cards against claims arising from misuse of Subscriber Data, messaging activities, or failure to meet privacy obligations.
11.3 Sticky Cards Special Indemnity: Sticky Cards will defend the Subscriber against intellectual property infringement claims and may modify, replace, or terminate services if necessary.
12. Limitation of Liability
Sticky Cards disclaims liability for indirect, consequential, or punitive damages and limits liability to fees paid in the preceding twelve (12) months or $1,000,000, whichever is less.
13. Dispute Resolution
All disputes arising from the Agreement will be resolved through arbitration under the Federal Arbitration Act (FAA), with proceedings taking place in Ontario, Canada. Each party is responsible for their own legal costs, and the dispute must be filed individually, not as a class action.
14. Miscellaneous Terms
This Agreement, governed by Ontario law, constitutes the entire agreement between the parties. Changes to terms will be communicated at least twenty (20) days in advance. Both parties will fulfill obligations unless prohibited by events beyond their control. The Subscriber grants Sticky Cards a revocable license to use their logo for advertising purposes.
15. Notices
All official notices under this Agreement must be provided via email to the designated addresses listed on the Hosted Services page.